Opinion of the European Central Bank of 19 November 2007 at the request of the Belgian Ministry of Finance on a draft royal decree amending the Organic Statute of the Nationale Bank van België/Banque Nationale de Belgique (CON/2007/37)
Date: 2007-11-19
Institutions: European Central Bank
Subjects: Belgium, central bank, financial stability, national law, share

EN 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 19 November 2007 

at the request of the Belgian Ministry of Finance  

on a draft royal decree amending the Organic Statute of the Nationale Bank van België/Banque 

Nationale de Belgique  

(CON/2007/37) 

Introduction and legal basis 

On 19 October 2007 the European Central Bank (ECB) received a request from the Nationale Bank van 

België/Banque Nationale de Belgique (NBB), acting on behalf of the Belgian Ministry of Finance, for an 

opinion  on  a  draft  royal  decree  amending  Article  4  of  the  Law  of  22  February  1998  establishing  the 

Organic Statute of the Nationale Bank van België/Banque Nationale de Belgique (hereinafter the ‘draft 

royal decree’). 

The  ECB’s  competence  to  deliver  an  opinion  is  based  on  Article  105(4)  of  the  Treaty  establishing  the 

European Community and the third indent of Article 2(1) of Council Decision 98/415/EC of 29 June 1998 

on  the  consultation  of  the  European  Central  Bank  by  national  authorities  regarding  draft  legislative 
provisions1,  as  the  draft  royal  decree  concerns  the  NBB.  In  accordance  with  the  first  sentence  of 

Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing Council has adopted 

this opinion. 

1.  

Purpose of the draft royal decree  

The draft royal decree amends the Law of 22 February 1998 to allow for the conversion of NBB’s bearer 

shares  into  dematerialised  shares  from  1  January  2008  onwards.  More  specifically,  Article  4,  which 

currently provides that NBB’s shares not subscribed by the Belgian State are held as registered or bearer 

shares, will be amended to allow such shares to also be held in a dematerialised form. In addition, under 

the draft royal decree, second and third indents are added to Article 4. The second indent specifies that 

bearer shares which have already been issued and held on securities accounts on 1 January 2008 will be 

converted  into  dematerialised  shares  on  this  date.  From  1  January  2008,  other  bearer  shares  will 

automatically  be  converted  into  dematerialised  shares  as  they  are  booked  onto  securities  accounts.  The 

third indent provides that ‘apart from those belonging to the State, shares can be converted into registered 

shares or dematerialised shares, at no cost, at the option of the owner’.  

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OJ L 189, 3.7.1998, p. 42.  

 
 
 
 
                                                 
These  changes  are  necessary  due  to  Article  5  of  the  Law  of  14  December  2005  abolishing  bearer 

securities under which listed bearer securities issued by companies incorporated under Belgian law and 

held  on  securities  accounts  are  automatically  converted 

into  dematerialised  securities  from 

1 January 2008. In addition, by virtue of Article 6 of the Law of 14 December 2005, the corresponding 

companies  must  amend  their  articles  of  incorporation  accordingly  and  take  the  appropriate  steps  with 

securities  settlement  institutions  in  order  to  comply  with  Article  468,  fourth  indent  of  the  Companies 

Code.  

As  a  limited  liability  company  incorporated  under  Belgian  law  with  part  of  its  capital  represented  by 

transferable bearer or registered shares (the rest being non transferable and held by the State in registered 

form), the NBB falls within the scope of the above-described requirements. However, the NBB’s articles 

of  incorporation  can  only  be  changed  after  Article  4  of  the  Law  of  22  February  1998  is  amended. 

Therefore, the changes proposed by the draft royal decree are a prerequisite for the due implementation 

by NBB of the Law of 14 December 2005. 

It  should  be  noted  that,  since  NBB’s  transferable  shares  are  listed  and  traded  on  the  Brussels  Stock 

Exchange, there is a requirement that they are held at the domestic Central Security Depository, i.e. the 

Caisse  Interprofessionnelle  de  dépôts  et  de  virements  de  titre/Interprofessionele  effectendeposito-  en 

girokass,  pursuant  to  Article  6.1  of  the  Royal  Decree  of  12  January  2006  relating  to  dematerialised 

corporate securities. 

2. 

General observations  

The ECB understands that the draft royal decree contains changes of a merely technical nature, since it 

allows  the  adaptation  of  NBB’s  articles  of  incorporation  to  the  requirements  of  the  Law  of 

14 December 2005, and that the proposed amendment of NBB’s articles of incorporation does not change, 

nor does it purport to change the existing composition of the shareholding of the NBB. Therefore, from 

the  ECB’s  perspective,  the  proposed  amendment  does  not  give  rise  to  any  particular  observations. 

Reference  should  be  made  to  ECB  Opinion  CON/2005/43  of  3  November  2005  at  the  request  of  the 

Belgian  Ministry  of  Finance  on  a  draft  law  abolishing  bearer  securities  and  a  draft  royal  decree 

concerning  dematerialised  corporate  securities,  which  established 

the  dematerialisation  regime 

implemented by the draft royal decree.  

This opinion will be published on the ECB’s website.  

Done at Frankfurt am Main, 19 November 2007. 

[signed] 

The President of the ECB 

Jean-Claude TRICHET 

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